UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                  For the quarterly period ended June 30, 2004

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
        For the transition period from ___________________ to __________
                         Commission file number 0-30914
                                                -------
                              XTREME COMPANIES, INC.
        (Exact name of small business issuer as specified in its charter)

                 Nevada                          88-0394012
          --------------------            -----------------------
       (State  or  other  jurisdiction  of           (IRS  Employer
       incorporation  or  organization)        Identification  No.)

    11782  Western  Ave.,  Unit  18
         Stanton,  California                             90680

---------------------------------------              ------------------
(Address  of  principal  executive  offices)                (Zip  Code)


                                 (714) 895-0944
                           (Issuer's telephone number)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

As  of  August  19,  2004,  the  Issuer had outstanding 10,390,575 shares of its
common  stock,  $0.001  par  value.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]


                          PART I-FINANCIAL INFORMATION

Item  1.  Financial  Statements

                      XTREME COMPANIES INC. AND SUBSIDIARY
                                TABLE OF CONTENTS
                                         PAGE


UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                  3

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                 4

UNAUDITED  CONSOLIDATED  BALANCE  SHEET                              5

<TABLE>
<CAPTION>

                                Xtreme Companies
                      Consolidated Statement of Operations
                                  (Unaudited)


<S>                                       <C>                   <C>         <C>                 <C>
                                                  Three months ended                Six months ended
                                                      June 30,                          June 30,
                                          --------------------------------  ------------------------------
                                                         2004        2003                2004        2003
                                          --------------------  ----------  ------------------  ----------

REVENUES:. . . . . . . . . . . . . . . .  $            16,801   $       -   $         110,852   $       -

COST OF GOODS SOLD . . . . . . . . . . .               45,589                          92,507
                                          --------------------              ------------------

GROSS PROFIT . . . . . . . . . . . . . .              (28,788)          -              18,345           -
                                          --------------------  ----------  ------------------  ----------

OPERATING EXPENSES:
General and administrative . . . . . . .              540,663      14,884           1,051,157      24,153
Professional fees. . . . . . . . . . . .               13,010       4,493              29,060      45,880
Consulting fees. . . . . . . . . . . . .                    -      91,875                   -      91,875
Amortization and depreciation. . . . . .                  275       5,822                 550      12,418
Writedown of assets. . . . . . . . . . .                    -           -              84,821           -
                                          --------------------  ----------  ------------------  ----------
  Total Operating Expenses . . . . . . .              553,948     117,074           1,165,588     174,326
                                          --------------------  ----------  ------------------  ----------

Loss from Operations . . . . . . . . . .             (582,736)   (117,074)         (1,147,243)   (174,326)
                                          --------------------  ----------  ------------------  ----------

OTHER INCOME (EXPENSES)
Interest income. . . . . . . . . . . . .                    -      15,657                   -      15,657
Other income . . . . . . . . . . . . . .                    -           -                   -           -
Interest expense . . . . . . . . . . . .               (7,585)          -              (7,647)          -
                                          --------------------  ----------  ------------------  ----------
                                                       (7,585)     15,657              (7,647)     15,657
                                          --------------------  ----------  ------------------  ----------

Net loss before discontinued operations.             (590,321)   (101,417)         (1,154,890)   (158,669)
                                          --------------------  ----------  ------------------  ----------

Loss from discontinued operations. . . .                    -           -                   -           -
                                          --------------------  ----------  ------------------  ----------

NET INCOME (LOSS). . . . . . . . . . . .  $          (590,321)  $(101,417)  $      (1,154,890)  $(158,669)
                                          ====================  ==========  ==================  ==========

Weighted average number of
  shares outstanding . . . . . . . . . .            9,463,901      31,651           9,927,403      31,237
                                          ====================  ==========  ==================  ==========

Net Earnings (Loss) per share. . . . . .  $             (0.06)  $   (3.20)  $           (0.12)  $   (5.08)
                                          ====================  ==========  ==================  ==========
</TABLE>

<TABLE>
<CAPTION>

                                Xtreme Companies
                            Statement of Cash Flows
                                  (Unaudited)


<S>                                               <C>                 <C>
                                                          Six months ended
                                                            June 30,
                                                  ------------------------------
                                                               2004        2003
                                                  ------------------  ----------

Cash Flows From Operating Activities:
  Net Income (Loss). . . . . . . . . . . . . . .  $      (1,154,890)  $(158,669)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation/amortization. . . . . . . . . .                550      12,418
    Allowance for doubtful accounts. . . . . . .                  -       4,480
    Issuance of stock for services . . . . . . .            865,844           -
    Issuance of stock for cancellation of debt .                  -           -
    Writedown of inventory . . . . . . . . . . .             84,821
   Changes in assets and liabilities:
   Decrease(increase) in other receivable. . . .                  -      74,753
   Decrease (Increase) in deposits . . . . . . .             10,000           -
   Increase in prepaid expenses. . . . . . . . .                  -           -
   Increase (decrease) in payroll taxes. . . . .                  -           -
   Increase in accrued expenses. . . . . . . . .              7,647           -
   Increase (decrease) in accounts payable . . .            (58,177)   (462,614)
                                                  ------------------  ----------
                                                            910,685    (370,963)
                                                  ------------------  ----------
Net Cash Used in Operating Activities. . . . . .           (244,205)   (529,632)
                                                  ------------------  ----------

Cash Flow From Investing Activities:
  Net borrowing related parties. . . . . . . . .                  -     201,181
  Proceeds(payments) from notes receivable . . .                  -     (58,606)
                                                  ------------------  ----------
Net Cash Provided By Investing Activities. . . .                  -     142,575
                                                  ------------------  ----------

Cash Flow From Financing Activities:
  Stock cancelled for outstanding loans. . . . .                  -     (90,410)
  Stock issuance for debt conversion . . . . . .                  -     477,202
  Note payable - net of principal payments . . .                  -           -
  Proceeds from notes payable. . . . . . . . . .            243,000           -
  Proceeds from sale of stock. . . . . . . . . .                  -           -
                                                  ------------------  ----------
Net Cash Provided By Financing Activities. . . .            243,000     386,792
                                                  ------------------  ----------

(Decrease) Increase in Cash. . . . . . . . . . .             (1,205)       (265)

Cash and Cash Equivalents - Beginning of period.             61,752         373
                                                  ------------------  ----------

Cash and Cash Equivalents - End of period. . . .  $          60,547   $     108
                                                  ==================  ==========



Supplemental Cash Flow Information:
  Interest paid. . . . . . . . . . . . . . . . .  $               -   $       -
                                                  ==================  ==========
  Taxes paid . . . . . . . . . . . . . . . . . .  $               -   $       -
                                                  ==================  ==========
</TABLE>

<TABLE>
<CAPTION>

                                Xtreme Companies
                           Consolidated Balance Sheet
                                  (Unaudited)


<S>                                                               <C>            <C>
                                                                  June 30,       December 31,
                                                                          2004            2003
                                                                  -------------  --------------
ASSETS:

Current Assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     60,547   $      61,752
  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . .             -          84,821
  Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . .             -          10,000
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .         7,469           7,469
     Total Current Assets. . . . . . . . . . . . . . . . . . . .        68,016         164,042
                                                                  -------------  --------------

Property and Equipment:
    Furniture and fixtures . . . . . . . . . . . . . . . . . . .           985             985
    Machinery and equipment. . . . . . . . . . . . . . . . . . .         4,505           4,505
                                                                  -------------  --------------
                                                                         5,490           5,490
    Less accumulated depreciation. . . . . . . . . . . . . . . .          (596)            (46)
      Net Fixed Assets . . . . . . . . . . . . . . . . . . . . .         4,894           5,444
                                                                  -------------  --------------

Licensed technology. . . . . . . . . . . . . . . . . . . . . . .             -               -
                                                                  -------------  --------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $     72,910   $     169,486
                                                                  =============  ==============


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . .  $    272,455   $     330,632
  Payroll tax liabilities. . . . . . . . . . . . . . . . . . . .       118,375         118,375
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .        98,592          90,945
  Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .        97,000         368,783
   Total Current Liabilities . . . . . . . . . . . . . . . . . .       586,422         908,735
                                                                  -------------  --------------

Long-Term Liabilities:
 Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .       514,783               -
                                                                       514,783               -
                                                                  -------------  --------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . .     1,101,205         908,735
                                                                  -------------  --------------

Stockholders' Equity:
   Common stock, $.001 par value, 100,000,000 authorized,
   10,390,575 and 7,118,532 issued and outstanding, respectively        10,391           7,118
  Additional paid-in capital . . . . . . . . . . . . . . . . . .    16,417,743      15,555,172
  Retained deficit . . . . . . . . . . . . . . . . . . . . . . .   (17,346,429)    (16,191,539)
  Deferred compensation. . . . . . . . . . . . . . . . . . . . .      (110,000)       (110,000)
                                                                  -------------  --------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . .    (1,028,295)       (739,249)
                                                                  -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $     72,910   $     169,486
                                                                  =============  ==============
</TABLE>





                             XTREME COMPANIES, INC.

                              Financial Statements
                    For the Three-Months Ended June 30, 2004

                                   (Unaudited)

<PAGE>










           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
Xtreme  Companies,  Inc.


We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
June  30, 2004 and the related statements of operations for the three months and
six  months ended June 30, 2004 and 2003 and the related statement of cash flows
for  the  six  months ended June 30, 2004 and 2003, included in the accompanying
Securities  and  Exchange  Commission  Form 10-QSB for the period ended June 30,
2004.  These  financial  statements  are  the  responsibility  of  the Company's
management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified Public Accountants and standards of PCAOB.  A
review  of  interim  financial  information  consists  principally  of  applying
analytical  procedures  to  financial  data  and  making  inquiries  of  persons
responsible  for  financial and accounting matters.  It is substantially less in
scope  than  an  audit conducted in accordance with auditing standards generally
accepted  in  the  United States, the objective of which is the expression of an
opinion  regarding  the financial statements as a whole.  Accordingly, we do not
express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United States, the balance sheet as of December 31, 2003, and
the  related  statements  of operations, stockholders' equity and cash flows for
the year then ended (not presented herein).  In our report dated March 17, 2004,
we  expressed  an  unqualified  opinion  on  those financial statements.  In our
opinion,  the information set forth in the accompanying balance sheet as of June
30,  2004  is  fairly stated in all material respects in relation to the balance
sheet  from  which  it  has  been  derived.



Michael  Johnson  &  Co.,  LLC.
Denver,  Colorado
August  23,  2004





<PAGE>
                             XTREME COMPANIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     Presentation  of  Interim  Information

In  the  opinion  of  the management of Xtreme Companies, Inc., the accompanying
unaudited  financial  statements  include  all  normal  adjustments  considered
necessary  to present fairly the financial position as of June 30, 2004, and the
results of operations for the three month period and six month period ended June
30,  2004  and  cash  flows  for  the  six  months ended June 30, 2004 and 2003.
Interim  results  are  not  necessarily  indicative  of results for a full year.

The  financial  statements  and notes are presented as permitted by Form 10-QSB,
and  do  not  contain  certain  information  included  in  the Company's audited
financial  statements  and  notes  for  the fiscal year ended December 31, 2003.


2.     Going  Concern

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as a going concern.  The Company's
operations  lost  $1,154,890  during  the  current  period  ended

The  future  success of the Company is likely dependent on its ability to attain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to attain future profitable operations.  There can be no assurance that
the  Company  will  be  successful  in obtaining such financing, or that it will
attain  positive  cash  flow  from  operations.


3.     Capital  Stock  Transactions

The  authorized  common stock of the Company consists of 100,000,000 shares with
par value of $.001.  On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock payable at
September  26,  2003  and  amended the articles of incorporation to increase the
authorized  capital  shares to 100,000,000.  On January 30, 2004, Xtreme's Board
of  Directors  declared a 10-for-1 reverse split of the outstanding common stock
payable  at  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The following discussion and analysis compares our results of operations for the
three  and  six  months  ended  June  30,  2004 to the same period in 2003. This
discussion  and  analysis  should  be  read in conjunction with our consolidated
financial statements and related notes thereto included elsewhere in this report
and  our  Form  10-KSB  for  the  year  ended  December  31,  2003.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without limitation, statements concerning our possible or assumed future results
of  operations.  These  statements  are  preceded by, followed by or include the
words  "believes,"  "could,"  "expects,"  "intends"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from those anticipated
in the forward-looking statements for many reasons including the risks described
below  and  elsewhere  in  this  report.  Although  we  believe the expectations
reflected  in the forward-looking statements are reasonable, they relate only to
events  as of the date on which the statements are made, and our future results,
levels of activity, performance or achievements may not meet these expectations.
We  do not intend to update any of the forward-looking statements after the date
of  this document to conform these statements to actual results or to changes in
our  expectations,  except  as  required  by  law.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military  personnel for fire, rescue and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety,  handling and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as, fire departments, police departments, city port-authorities
and the military. We did not have any revenues in the fiscal year ended December
31,  2003.

We  are a publicly traded company, which trades on the Over-the-Counter bulletin
Board  of  the  National  Quotation  Service  under  the  ticker  symbol "XTME."

The  address of our principal executive office is 11782 Western Avenue, Unit 18,
Stanton,  California  90680. Our telephone number is (714) 895-0944. Our website
address  is  www.xtremecos.com.  Information  contained  on our website does not
constitute part of this report and our address should not be used as a hyperlink
to  our  website.


CRITICAL  ACCOUNTING  POLICIES

The  Securities  and  Exchange Commission has issued Financial Reporting release
No.  60,  "Cautionary  Advice  Regarding  Disclosure  About  Critical Accounting
Policies,"  or  FRR  60,  suggesting companies provide additional disclosure and
commentary  on  their  most  critical  accounting  policies.  In FRR 60, the SEC
defined  the  most  critical  accounting  policies  as  the  ones  that are most
important  to  the  portrayal  of  a company's financial condition and operating
results,  and  require  management  to  make  its  most difficult and subjective
judgments,  often  as a result of the need to make estimates of matters that are
inherently  uncertain.  The  methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we  report  in  our  financial  statements.

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements, as
well  as  the  reported  amounts  of  revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

As a general rule, financial information is accounted for and based on cost, not
current  market  value.  Revenues  and gains should be matched using the accrual
method  with  the  expenses  giving  rise to the revenues and gains to determine
earnings  for  the period. Expenses are necessarily incurred to produce revenue.
Expenses  are  then  "matched" in the same accounting period against the revenue
generated.  Revenues  are  recognized  when  they  are  earned  and expenses are
recognized  in  the  same  period  as  the  related revenue (matching or using a
systematic  and  rational  allocation  or  expensing in the period in which they
expire), not necessarily in the period in which the cash is received or expended
by  the  company.  Other  areas  include:

Inventories

Inventories  are  stated  at the lower of cost or market. The cost is determined
under  the  first-in-first-out  method  base  (FIFO)  valuation  method.

Goodwill

Under  SFAS  No.  142.  Goodwill  and  other  Intangible  Assets,  all  goodwill
amortization  ceased  effective  Jan.1, 2002. Rather, goodwill is now subject to
only  impairment  reviews.  A  fair-value based test is applied at the reporting
level. This test requires various judgments and estimates. A goodwill impairment
loss  will  be  recorded  for  any  goodwill  that is determined to be impaired.
Goodwill  is  tested  for  impairment  at  least  annually.


We  acquired  Goodwill,  which represents the excess of purchase price over fair
value  of  net  assets,  in  the  acquisition of Rockwell Power Systems, Inc. in
October 2003. We follow SFAS 142, Goodwill and Intangible Assets, which requires
us  to  test goodwill for potential impairment annually. When the carrying value
exceeds  fair value, the impairment is the difference between the carrying value
of  goodwill  and  the  implied  value.  The  implied  value  of goodwill is the
difference  between  the  fair  value  for  the unit as a whole and the value of
individual  assets  and  liabilities  using  an  "as-if"  purchase  price.

Loss  per  Share

We  utilize SFAS No. 128, "Earnings per Share." Basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  common  shares  outstanding.  Diluted  loss per share is computed similar to
basic  loss  per  share  except that the denominator is increased to include the
number  of  additional  common  shares  that  would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.

Revenue  Recognition

Our  revenues  are  derived  principally  from  the  sale of Fire and Rescue and
Patrol  boats.  Revenue  from  products  and services are recognized at the time
goods  are  shipped  or  services  are  provided  to  the  customer,  with  an
appropriate provision  for  returns and allowances. The estimated sales value of
performance  under  fixed-price  and  fixed-price incentive contracts in process
is recognized under  the  percentage-of-completion method of accounting in which
the  estimated  sales value is determined on the basis of physical completion to
date  (the total contract  amount  multiplied  by percent of performance to date
less  sales  value  recognized  in previous periods) and cost (including general
and  administrative)  are  expensed  as  incurred.  It  is  our  policy  to  not
recognize  revenue until customer  acceptance  and  shipment  to  the  customer.
All  advance  payments  are  treated  as  "deferred  revenue".

Research  and  Development

We  expense  research  and  development  cost  as  incurred.

COMPARISON  OF  THREE  MONTHS AND SIX MONTHS ENDED  JUNE 30, 2004 AS COMPARED TO
JUNE  30,  2003

The  three  months  and  six  months  ended  June  30,  2004 were devoted to the
marketing  of our fire and rescue and patrol boats to government municipalities,
fire  stations,  and  port  authorities  around the United States.  We generated
sales  of $16,801 for the three months ended June 30, 2004 as a result of our
efforts.

Results  of  Operations

REVENUES.  Revenues  for  the  three months ended June 30, 2003 were $16,801, an
increase  of $16,801 as compared $0.00 for the three months ended June 30, 2004.
Revenues for the six months ended June 30, 2004 were $110,852 versus revenues of
approximately  $0.00  for  the  six  months ended June 30, 2003. The increase of
revenues  was  the  result  of  our decision to discontinue operations of Xtreme
Webworks  and  Municipal Solid Waste Systems line of businesses and our focus of
selling  fire  and rescue and patrol boats through our subsidiary Rockwell Power
Systems,  Inc.

COST  OF  REVENUES.  Cost  of  revenues  for  the  three  months ended June 2003
increased $45,589 compared to three months ended June 30, 2003. The increase was
the  result  of  the  cost  recognized  from manufacturing our products and from
commission  expenses from the sale of the boats. Some of the commission expenses
from  boat  sales  were  from  sales  of  boats  from the first quarter of 2004.

Cost  of  revenues  for the six months ended June 30, 2004 was $92,507 or 87% of
sales  compared  to  0% of sales in 2003, which were $0.00. This increase is the
result  of  us  not  having  an  operating  business during the first and second
quarter  of  2003.

GENERAL AND ADMINISTRATIVE EXPENSES. General and Administrative Expenses for the
three months ended June 30, 2004 were $540,663 and for the six months ended June
30,  2004  were  $1,051,157. As compared to the three and six months ended 2003,
General  and  Administrative  expenses  were  up  $525,779  and  $1,027,004
respectively.  During  the  second  quarter  of  2004,  we  incurred  $22,100 of
commission  fees  on the $145,000 of raised capital during the second quarter of
2004.

NET  LOSS.  Net  loss  for three months ended June 30, 2004 was ($590,321) which
increase as compared to the three months ended June 30, 2003 loss of ($101,417).
For the six months ended June 30, 2004 the net loss was ($1,154,890) as compared
($158,669) for the six months ended June 30, 2003. The increase is attributed to
the  manufacturing  costs  associated with producing our boats as compared to no
operating  business  in  2003.  Year  to  date,  fund  raising and demonstration
expenses  accounted  for  an  incremental  $53,921  erosion  of  net  income.


Going  Concern

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of business. As shown in the financial
statements,  during  the  six  months ended June 30, 2004, we incurred losses of
($1,154,890).  Furthermore,  current  liabilities  exceeded  current  assets  by
$518,406.

Realization  of  a major portion of the assets in the accompanying balance sheet
is  dependent upon our continued operations, obtaining additional financing, and
the  success  of  our  future  operations.

Due to the nature of our business it is uncertain whether we will receive orders
impeding  our  cash  situation  and  our  ability  to  pay  creditors.

Liquidity  and  Capital  Resources

As  of  June  30,  2004, our Current Assets were $68,016 and Current Liabilities
were $586,422. Cash and cash equivalents were $ 60,547 as compared to $108 as of
June  30,  2003.  Stockholders  equity  at  June 30, 2004, was ($1,028,295). Our
principal  sources  of  capital  have been cash flow from operations, promissory
notes to two investors and the sale of subordinated convertible promissory notes
to  accredited  investors.

We had net usage of cash due to operating activities of ($244,205) for the six
months  ended  June  30,  2004,  compared to ($529,632) for the six month period
ended  June  30,  2003.  We  had  net  cash  provided by financing activities of
$243,000  for  the  six months ended June 30, 2004, compared to $386,792 for the
six  months  ended  June  30,  2003.

Financing  Activities

During  the second quarter of 2004, we raised $145,000 through the issuance of
convertible  subordinated  promissory  notes  to  accredited  investors.

The forgoing transactions were offered and sold in reliance upon exemptions from
the  Securities  Act  of  1933  ("Securities Act") registration requirements set
forth  in  Sections  3(b)  and  4(2)  of the Securities Act, and any regulations
promulgated  thereunder, relating to sales by an issuer not involving any public
offering.  No  underwriters  were involved in the foregoing sales of securities.

Our  currently  anticipated levels of revenues and cash flow are subject to many
uncertainties.  Further,  unforeseen  events  may  occur that will require us to
raise  additional  funds.  The  amount  of  funds  we need will depend upon many
factors,  including  without  limitation,  the extent and timing of sales of our
products,  future  product  costs,  the  timing  and  costs  associated with the
establishment  and/or  expansion,  as  appropriate,  of  our  manufacturing,
development,  engineering and customer support capabilities, the timing and cost
of our product development and enhancement activities and our operating results.

Until  we  generate cash flow from operations that will be sufficient to satisfy
our  cash requirements, we will need to seek alternative means for financing our
operations  and  capital  expenditures  and/or  postpone  or  eliminate  certain
investments  or  expenditures.  Potential  alternative  means  for financing may
include  leasing  capital  equipment,  obtaining  a line of credit, or obtaining
additional  debt or equity financing. Additional financing may not be available,
or  available  on acceptable terms. The inability to obtain additional financing
or  generate  sufficient  cash  from  operations  could  require us to reduce or
eliminate  expenditures  for  capital  equipment,  research  and  development,
production or marketing of our products, or otherwise curtail or discontinue our
operations,  which  could  have  a  material  adverse  effect  on  our business,
financial  condition  and  results of operations. Furthermore, if we raise funds
through  the  sale  of  additional equity securities, the common stock currently
outstanding  will  be  further  diluted.

Inflation

We  do  not  believe that inflation has had or is likely to have any significant
impact  on  our  operations.

CAPITAL  COMMITMENTS

On  November  5,  2003, we entered into a lease agreement for a 2650 square foot
office  located at 11782  Western  Ave.,  Unit  #18,  Stanton,  CA on a month to
month  basis at a fee of $ 1595 per month. The agreement term is month to month.

On December 1, 2003, we entered into a lease agreement for a 4,156  square  foot
office  located at 2060 Chicago Ave, Suite 5-0 , Riverside, CA for 6 months at a
fee of $1870.20 per month. The agreement term is for 6 months, ending on May 30,
2004.

On  October  30,  2003,  we entered into an employment agreement with Kevin Ryan
pursuant  to  which  we will make salary payments of a base of $10,000 per month
and  a  5%  commission  override on the gross dollar  total  of  every boat sold
during each quarter.  The bonus money will be paid  on  the  last  day  of  each
quarter.  The  term  of  Mr.  Ryan's  employment  is  at  will.

On  February  26, 2004, we entered into an agreement with Roean Industries, Inc.
where  in  exchange for their services, they will be paid $20,000  (in  cash  or
free  trading  shares),  with  a  $2,500  weekly  limit.

As  part of our settlement with Albert Mardikian and Mardikian Marine Design, we
issued  1,000,000  shares  of  Common  Stock. Furthermore, we entered into a new
license  agreement  with  Albert  Mardikian  under which we will pay 2% of gross
revenue  from  the  sale  of  boats  utilizing  his  designs.  The  agreement is
non-exclusive.



 SUBSIDIARY

As  of  June  30,  2004,  we  had  one  wholly-owned  subsidiary, Rockwell Power
Systems,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES

Evaluation  of  disclosure  controls  and  procedures.  Our management, with the
participation  of  our  chief executive officer and chief financial officer, has
evaluated  the  effectiveness  of  the  design  and  operation of our disclosure
controls  and  procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by  this  Quarterly  Report  on Form 10-QSB. Based on this evaluation, our chief
executive  officer  and  chief financial officer concluded that these disclosure
controls  and  procedures  are  effective  and  designed  to  ensure  that  the
information required to be disclosed in our reports filed or submitted under the
Securities  Exchange Act of 1934 is recorded, processed, summarized and reported
within  the  requisite  time  periods.

Changes  in  internal controls. There was no change in our internal control over
financial  reporting  (as  defined  in  Rules  13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.

                            PART II-OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  March 9, 2004, Albert Mardikian, a company shareholder and holder of certain
designs  and  components,  filed  a  complaint  against  us in the Orange County
Superior  Court.  The  complaint  alleges  breach  of  contract  of  the license
agreement  dated  December  27,  2001  between  Mr.  Mardikian, Mardikian Marine
Design,  and  Sonic  Jet  Performance,  Inc. (N.K.A. Force Protection, Inc.) the
agreement  further  alleges  fraud,  conversion  and  unfair  competition.  The
plaintiff  is  seeking  declaratory  relief,  compensatory  damages of $700,000,
actual damages of $346,000, disgorgement of profits, civil penalties pursuant to
the  California  Business  and  Professions  Code  Section  17206,  reasonable
attorney's  fees and cost of suit incurred. While the suit was filed on June 26,
2003 against Sonic Jet Performance, Inc. and Ashford Capital, LLC, we were added
to  the suit on March 9, 2004 since we acquired the licensing rights pursuant to
an  agreement  between  Rockwell  Power Systems, Inc. and Force Protection, Inc.

On  June  2,  2004  the complaint was settled against all parties for $45,000.00
royalty  payment  by  Force  Protection,  Inc. and we issued 1,000,000 shares of
Common  Stock.  Furthermore, we entered into a new license agreement with Albert
Mardikian  under  which  we  will pay 2% of gross revenue from the sale of boats
utilizing  his  designs.  The  agreement  is  non-exclusive.

ITEM  2.  CHANGES  IN  SECURITIES

(c)  Recent Sales of Unregistered Securities. During the second quarter of 2004,
we  raised  $145,000.00  through  the  issuance  of  convertible  subordinated
promissory  notes  to  accredited  investors.

The forgoing transactions were offered and sold in reliance upon exemptions from
the  Securities  Act  of  1933  ("Securities Act") registration requirements set
forth  in  Sections  3(b)  and  4(2)  of the Securities Act, and any regulations
promulgated  thereunder, relating to sales by an issuer not involving any public
offering.  No  underwriters  were involved in the foregoing sales of securities.

As  part  of our settlement with Albert Mardikian and Mardikian Marine Design we
issued  1,000,000  shares  of  Common  Stock  to  Albert  Mardikian.

We  issued  250,000  shares  of  Common Stock to Chris Smith as a commission for
arranging  the  sale  of  our  boat  to  Barb  Weir.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NOT  APPLICABLE.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION

On  May 26, 2004, we entered into a sales agreement with the Jackson County Fire
Rescue  department whereby we sold a Fire Rescue Jet 1250 for $65,900. The terms
were  60%  down  payment upon receipt of purchase order and the balance due upon
delivery  and  training.

On  June  14,  2004, we entered into a sales agreement with Barb Weir whereby we
sold  a  refurbished  Fire  Rescue  Jet  1250  for  $17,000.

During  the  second  quarter  of 2004, we retired 300,000 shares of common stock
that  had  been  issued  to  Dutchess  Advisors,  LLC.

During  the  second  quarter  of 2004, we retired 200,000 shares of common stock
that  had  been  issued  to  one  of  our  consultants,  Troy  Flowers.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
(a)  Exhibits

Number  Description

3.1  Articles  of  Incorporation  (filed  as  Exhibit  3.1  to  the
Registrant's registration  statement  on  Form  10SB  filed on June 29, 2000 and
incorporated  herein  by  reference).

3.2  Bylaws  (filed as Exhibit 3.1 to the Registrant's registration statement on
Form  10SB  filed  on  June  29,  2000  and  incorporated  herein  by
reference).

4.1  Debenture  Agreement  between  the Registrant and Dutchess Private Equities
Fund  L.P.,  dated  October  1,  2003  (filed as Exhibit 4.1 to the Registrant's
Annual  Report  on  10-KSB  filed  on  April 14, 2004 and incorporated herein by
reference).

4.2  Debenture Agreement between the Registrant and eFund Capital Partners, LLC,
dated  October 1, 2003 filed as Exhibit 4.2 to the Registrant's Annual Report on
10-KSB  filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.1 Employment  Agreement  between the Registrant and Kevin Ryan, dated October
30,  2003 (filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10KSB
filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.2  Consulting  Agreement  between  the Registrant and Calicorp, dated October
1,  2003  (filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10KSB
filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.3  Subscription  Agreement between the Registrant and Dutchess Private Equity
Fund,  LP,  dated  October  1,  2003  (filed as Exhibit 10.4 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.4  Subscription  Agreement  between  the  Registrant  and  eFund  Capital
Partners,  dated  October  1,  2003  (filed  as Exhibit 10.5 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.5  Registration  Rights Agreement between the Registrant and Dutchess Private
Equities  Fund,  L.P.,  dated  October  1,  2003  (filed  as Exhibit 10.6 to the
Registrant's  Annual  Report  on  Form  10KSB  filed  on  April  14,  2004  and
incorporated  herein  by  reference).

10.6  Registration  Rights  Agreement  between  the  Registrant and eFund  Small
Cap  Fund,  LP,  dated  October  1,  2003  (filed  as  Exhibit  10.7  to  the
Registrant's  Annual  Report  on  Form  10KSB  filed  on  April  14,  2004  and
incorporated  herein  by  reference).

10.7  Rental  Agreement  between  the  Registrant and Corning Garden Grove, LLC,
dated  November 5, 2003 (filed as Exhibit 10.8 to the Registrant's Annual Report
on  Form  10KSB  filed  on April 14, 2004 and incorporated herein by reference).

10.8 Lease  Agreement  between the Registrant and  Marlborough  Square Equities,
LLC,  dated  December  1, 2003 (filed as Exhibit 10.9 to the Registrant's Annual
Report  on  Form  10KSB  filed  on  April  14,  2004  and incorporated herein by
reference).

10.9  Corporate  Consulting  Agreement  between  the  Registrant  and  Dutchess
Advisors,  dated  October  1,  2003  (filed as Exhibit 10.10 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.10  Consulting  Agreement  between  the  Registrant and Lane Longhurst, dated
October  28,  2003  (filed as Exhibit 10.11 to the Registrant's Annual Report on
Form  10KSB  filed  on  April  14,  2004  and incorporated herein by reference).

10.11  Consulting  Agreement between Xtreme Companies, Inc. and Gordon McGilton,
dated October 28, 2003 (filed as Exhibit 10.12 to the Registrant's Annual Report
on  Form  10KSB  filed  on April 14, 2004 and incorporated herein by reference).

10.12  Registration  Rights  Agreement  between  the  Registrant and  and  eFund
Capital  Partners,  LP  dated  February  18,  2004 (filed as Exhibit 10.2 to the
Registrant's  Quarterly  Report  on  Form  10QSB  filed  on  May  24,  2004  and
incorporated  herein  by  reference).

10.13  Registration  Rights  Agreement  between  the  Registrant  and  Preston
Capital  Partners,  LP  dated  February  3,  2004  (filed as Exhibit 10.1 to the
Registrant's  Quarterly  Report  on  Form  10QSB  filed  on  May  24,  2004  and
incorporated  herein  by  reference).

10.14  Consulting  Agreement  between the Registrant and Douglas Leighton, dated
January  15,  2004  (filed  as  Exhibit  10.1  to  the Registrant's S-8 filed on
February  4,  2004  and  incorporated  herein  by  reference).

10.15  Consulting  Agreement  between the Registrant and Michael Novielli, dated
January     15,  2004  (filed  as  Exhibit 10.2 to the Registrant's S-8 filed on
February  4,  2004  and  incorporated  herein  by  reference).

10.16  Consulting  Agreement between the Registrant and Theodore J. Smith, dated
February  6,  2004  (filed  as  Exhibit  10.1  to  the Registrant's S-8 filed on
February  13,  2004  and  incorporated  herein  by  reference).

10.17  Consulting  Agreement  between  the  Registrant and Jeffrey Conrad, dated
February     6,  2004  (filed  as  Exhibit 10.2 to the Registrant's S-8 filed on
February  13,  2004  and  incorporated  herein  by  reference).

10.18  Letter  of  Agreement  between the Registrant and Roean Industries, Inc.,
dated  February 26, 2004 (filed as Exhibit 10.1 to the Registrant's S-8 filed on
February  27,  2004  and  incorporated  herein  by  reference).

10.19  Non-Employee Directors and Consultants Retainer Stock Plan, dated
October 2, 2003 (filed as Exhibit 4 to the Registrant's S-8 filed on October 17,
2003  and  incorporated  herein  by  reference).

10.20  License Agreement between the Registrant and Albert Mardikian dated June
2, 2004.

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

31.2  Certification  of  the Interim Chief Financial Officer pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

(b)  Reports  Filed  on  Form  8-K
None.

                                   SIGNATURES
In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.
XTREME  COMPANIES,  INC.
(Registrant)



/s/  Kevin  Ryan        President,  and  Chief
----------------       Executive  Officer                 August  25,  2004
   Kevin  Ryan

/s/  Barrett  Evans      Director,  Interim  Chief
-----------------      Financial  Officer and
Barrett  Evans        Principal  Accounting  Officer     August  25,  2004